Base Annual Retainer. Each year, subject to Section 3, Section 4 and Section 5, each Non-Employee Director will be paid an annual retainer of $250,000 (as may be adjusted pursuant to Section 3, the “Base Annual Retainer”). The Base Annual Retainer will be paid 20% in cash and 80% in ZSUs. Subject to Section 4 and Section 5, the ZSU portion of the Base Annual Retainer will be granted on the date that such Non-Employee Director is elected or appointed to the Board (the “Base Annual Retainer Vesting Start Date”). The number of ZSUs granted will be calculated using the Fair Market Value (as defined in the Plan) of the Class A common stock of the Company as of the Base Annual Retainer Vesting Start Date, rounded down to the nearest whole ZSU. Subject to Section 3, the ZSU portion of the Base Annual Retainer will vest as follows: 25% of the granted ZSUs will vest every three months from the Base Annual Retainer Vesting Start Date, with the remainder vesting upon the earlier of # the one-year anniversary of the date of the most recent regular annual meeting of the Company’s stockholders (the “Annual Meeting”) or # the date of the next Annual Meeting, subject to the applicable Non-Employee Director’s Continuous Service through each vesting date. The cash portion of the Base Annual Retainer will be paid on a quarterly basis in accordance with the vesting schedule of the ZSU portion of the Base Annual Retainer and shall also be subject to the applicable Non-Employee Director’s Continuous Service through each vesting date.